HomeMy WebLinkAboutFlock Group Inc/OPD 2022DocuSign Envelope ID: 617F4BC2-F29F-4649-AB89-72C1111FC095
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FLOCK GROUP INC.
SERVICES AGREEMENT
ORDER FORM
This Order Form together with the Terms (as defined herein) describe the relationship between Flock Group Inc. ("Flock") and
the customer identified below ("Customer") (each of Flock and Customer, a "Party"). This order form ("Order Form")
hereby incorporates and includes the "GOVERNMENT AGENCY CUSTOMER AGREEMENT" attached (the "Terms") which describe and
set forth the general legal terms governing the relationship (collectively, the "Agreement"). The Terns contain, among other
things, warranty disclaimers, liability limitations and use limitations.
The Agreement will become effective when this Order Form is -executed by both Parties (the "Effective Date").
Customer: WI - Oshkosh PD
Contact Name: Mike Hotter
Address: 420 Jackson St
Oshkosh, Wisconsin 54901
Phone: (920) 236-5700
E-Mail:
mhotter ci.oshkosh.wi.us
Expected Payment Method:
Billing Contact:
if different than above
Initial Term: 24.00
Pilotperiod: First 45 days of Initial Term; option to cancel contract
Renewal Term: 24 Months
at no cost. Initial Term invoice due after Pilot period.
Billing Term: Annual payment due Net 30 per terms and
conditions
Name
Price
QTY
Subtotal
Professional Services - Falcon, Standard
Implementation
$350.00
20
$7,000.00
Falcon Camera
$2,500.00
20
$50,000.00
Extended Data Retention
$300.00
20
$6,000.00
Flock Safety Advanced Search <25 Falcons
$2,500.00
1
$2,500.00
(lncluaes one-time tees)
Year I Total: $65,500.00
Recurring Total: $58,500.00
DocuSign Envelope ID; 617F4BC2-F29F-4649-A689-72C1111FC095
ffock safety
By executing this Order Form, Customer represents and warrants that it has read and agrees all of the terms and
conditions contained in the Terms attached. The Parties have executed this Agreement as of the dates set forth below.
Flock Group Inc , Customer: City of Oshkosh, WI
DocuSigned by:
By: SKAL
E 1454C24F3
By:
Name: Mark smith
Name:
Title: General Counsel
Title: City Manager
Date: 11/21/2022
Date:
By:
v-
Name oss .,,o
a�
Title: Finance Director
Date:
By:
Name:
Title: City Clerk
D et Y
I I -
Approved as to form
Ll Wo ��Vw
City Attorney Date
DocuSign Envelope ID: 617F4BC2-F29F-4649-AB89-72C1111 FC095
ftock safety
GOVERNMENT AGENCY AGREEMENT
This Government Agency Agreement (this "Agreement") is entered into by and between Flock Group, Inc.
with a place of business at 1170 Howell Mill Rd NW Suite 210, Atlanta, GA 30318 ("Flock") and the police
department or government agency identified in the signature block of the order form ("Agency") (each a "Party,"
and together, the "Parties").
RECITALS
WHEREAS, Flock offers a software and hardware solution for automatic license plate detection through
Flock's technology platform (the "Flock Service"), and upon detection, the Flock Services are capable of capturing
audio, image, and recordings data of suspected vehicles ("Footage") and can provide notifications to Agency upon
the instructions of Non -Agency End User ("Notifications");
WHEREAS, Agency desires access to the Flock Service on existing cameras, provided by Agency, or
Flock provided Hardware (as defined below) in order to create, view, search and archive Footage and receive
Notifications, including those from non -Agency users of the Flock Service (where there is an investigative or bona
fide lawful purpose) such as schools, neighborhood homeowners associations, businesses, and individual users;
WHEREAS, Flock deletes all Footage on a rolling one hundred twenty one (121) day basis, Agency is
responsible for extracting, downloading and archiving Footage from the Flock System on its own storage devices for
auditing for prosecutorial/administrative purposes; and
WHEREAS, Flock desires to provide Agency the Flock Service and any access thereto, subject to the
terms and conditions of this Agreement, solely for the awareness, prevention, and prosecution of crime, bona fide
investigations by police departments, and archiving for evidence gathering ("Purpose").
AGREEMENT
NOW, THEREFORE, Flock and Agency agree as follows and further agree to incorporate the Recitals
into this Agreement.
1. DEFINITIONS
Certain capitalized terms, not otherwise defined herein, have the meanings set forth or cross-referenced in this
Section 1.
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1.1 "Agency Data" will mean the data, media and content provided by Agency through the Services. For the
avoidance of doubt, the Agency Data will include the Footage.
1.2. "Agency Hardware " shall mean the third -party camera owned or provided by Agency and any other physical
elements that interact with the Embedded Software and the Web Interface to provide the Services. The term
"Agency Harthvare " excludes the Embedded Software
1.3 "Authorized End User(s)" shall mean any individual employees, agents, or contractors of Agency accessing or
using the Services through the Web Interface, under the rights granted to Agency pursuant to this Agreement.
1.4 "Documentation" will mean text and/or graphical documentation, whether in electronic or printed format, that
describe the features, functions and operation of the Services which are provided by Flock to Agency in accordance
with the terms of this Agreement.
1.5 "Embedded Software" will mean the software and/or firmware embedded or preinstalled on the Agency
Hardware.
1.6 "Flock IF' will mean the Services, the Documentation, the Embedded Software, the Installation Services, and
any and all intellectual property therein or otherwise provided to Agency and/or its Authorized End Users in
connection with the foregoing.
1.7 "Footage" means still images captured by the Agency Hardware in the course of and provided via the Services.
1.8 "Hardware" or "Flock Hardware" shall mean the Flock cameras or device, pole, clamps, solar panel,
installation components, and any other physical elements that interact with the Embedded Software and the Web
Interface to provide the Flock Services. The term "Hardware" excludes the Embedded Software.
1.9 "Implementation Fee(s)"means the monetary fees associated with the Installation Services, as defined in
Section 1.10 below.
1.10 "Installation Services" means the services provided by Flock including any applicable installation of
Embedded Software on Agency Hardware.
1.11 "Non -Agency End User(s)" shall mean any individual, entity, or derivative therefrom, authorized to use the
Services through the Web Interface, under the rights granted to pursuant to the terms (or to those materially similar)
of this Agreement.
1.12 "Services" or "Flock Services" means the provision, via the Web Interface, of Flock's software application for
automatic license plate detection, searching image records, and sharing Footage.
1.13 "Support Services" shall mean Monitoring Services, as defined in Section 2.9 below.
1.14 "Unit(s)" shall mean the Agency Hardware together with the Embedded Software.
1.15 "Usage Fee" means the subscription fees to be paid by the Agency for ongoing access to Services.
1.16 "Web Interface" means the website(s) or application(s) through which Agency and its Authorized End Users
can access the Services in accordance with the terms of this Agreement.
2. SERVICES AND SUPPORT
2.1 Provision of Access. Subject to the terms of this Agreement, Flock hereby grants to Agency a non-exclusive,
non -transferable right to access the features and functions of the Services via the Web Interface during the Service
Term (as defined in Section 6.1 below), solely for the Authorized End Users. The Footage will be available for
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Agency's designated administrator, listed on the order form, and any Authorized End Users to access via the Web
Interface for one hundred twenty one (121) days. Authorized End Users will be required to sign up for an account
and select a password and username ("User ID"). Flock will also provide Agency with the Documentation to be
used in accessing and using the Services. Agency shall be responsible for all acts and omissions of Authorized End
Users, and any act or omission by an Authorized End User which, if undertaken by Agency, would constitute a
breach of this Agreement, shall be deemed a breach of this Agreement by Agency. Agency shall undertake
reasonable efforts to make all Authorized End Users aware of the provisions of this Agreement as applicable to such
Authorized End User's use of the Services, and shall cause Authorized End Users to comply with such provisions.
Flock may use the services of one or more third parties to deliver any part of the Services, including without
limitation using a third party to host the Web Interface which makes the Services available to Agency and
Authorized End Users. Warranties provided by said third party service providers are the agency's sole and exclusive
remedy and flock's sole and exclusive liability with regard to such third -party services, including without limitation
hosting the web interface. Agency agrees to comply with any acceptable use policies and other terms of any third -
party service provider that are provided or otherwise made available to Agency from time to time.
2.2 Embedded Software License. Subject to all terms of this Agreement, Flock grants Agency a limited, non-
exclusive, non -transferable, non-sublicensable (except to the Authorized End Users), revocable right to use the
Embedded Software as installed on the Hardware or Agency Hardware; in each case, solely as necessary for Agency
to use the Services.
2.3 Documentation License. Subject to the terms of this Agreement, Flock hereby grants to Agency a non-
exclusive, non -transferable right and license to use the Documentation during the Service Term to Agency 's in
connection with its use of the Services as contemplated herein, and under Section 2.4 below.
2.4 Usage Restrictions.
a. Flock IP. The purpose for usage of the Unit, Documentation, Services, support, and Flock IP are solely
to facilitate gathering evidence that could be used in a lawful criminal investigation by the appropriate government
agency and not for tracking activities that the system is not designed to capture ("Permitted Purpose"). Agency will
not, and will not permit any Authorized End Users to, (i) copy or duplicate any of the Flock IP; (ii) decompile,
disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software
component of any of the Flock IP is compiled or interpreted, or apply any other process or procedure to derive the
source code of any software included in the Flock IP, or attempt to do any of the foregoing, and Agency
acknowledges that nothing in this Agreement will be construed to grant Agency any right to obtain or use such
source code; (iii) modify, alter, tamper with or repair any of the Flock 1P, or create any derivative product from any
of the foregoing, or attempt to do any of the foregoing, except with the prior written consent of Flock; (iv) interfere
or attempt to interfere in any manner with the functionality or proper working of any of the Flock IP; (v) remove,
obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within any of
the Services or Flock 1P; (vi) use the Services, support, Unit, Documentation or the Flock IP for anything other than
DocuSign Envelope ID: 617F4BC2-F29F-4649-AB89-72C1111 FC095
the Permitted Purpose; or (vii) assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey, or pledge as
security or otherwise encumber, Agency's rights under Sections 2,1, 2.2, or 2.3.
b. Flock Hardware. Agency understands that all Flock Hardware is owned exclusively by Flock, and that
title to any Flock Hardware does not pass to Agency upon execution of this Agreement. Agency is not permitted to
remove, reposition, re -install, tamper with, alter, adjust or otherwise take possession or control of Flock Hardware.
Notwithstanding the notice and cure period set for in Section 6.3, Agency agrees and understands that in the event
Agency is found to engage in any of the restricted actions of this Section 2.4(b), all warranties herein shall be null
and void, and this Agreement shall be subject to immediate termination (without opportunity to cure) for material
breach by Agency.
2.5 Retained Rights; Ownership. As between the Parties, subject to the rights granted in this Agreement, Flock
and its licensors retain all right, title and interest in and to the Flock IP and its components, and Agency
acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by
this Agreement. Agency further acknowledges that Flock retains the right to use the foregoing for any purpose in
Flock's sole discretion. There are no implied rights.
2.6 Suspension. Notwithstanding anything to the contrary in this Agreement, Flock may temporarily suspend
Agency's and any Authorized End User's access to any portion or all of the Flock IP or Flock Hardware if (i) Flock
reasonably determines that (a) there is a threat or attack on any of the Flock IP; (b) Agency 's or any Authorized End
User's use of the Flock IP disrupts or poses a security risk to the Flock IP or any other Agency or vendor of Flock;
(c) Agency or any Authorized End User is/are using the Flock IP for fraudulent or illegal activities; (d) Flock's
provision of the Services to Agency or any Authorized End User is prohibited by applicable law; (e) any vendor of
Flock has suspended or terminated Flock's access to or use of any third party services or products required to enable
Agency to access the Flock IP; or (f) Agency has violated any term of this provision, including, but not limited to,
utilizing the Services for anything other than the Permitted Purpose (each such suspension, in accordance with this
Section 2.6, a "Service Suspension"). Flock will make commercially reasonable efforts, circumstances permitting,
to provide written notice of any Service Suspension to Agency (including notices sent to Flock's registered email
address) and to provide updates regarding resumption of access to the Flock IP following any Service Suspension.
Flock will use commercially reasonable efforts to resume providing access to the Service as soon as reasonably
possible after the event giving rise to the Service Suspension is cured. Flock will have no liability for any damage,
liabilities, losses (including any loss of data or profits) or any other consequences that Agency or any Authorized
End User may incur as a result of a Service Suspension. To the extent that the Service Suspension is not caused by
Agency's direct actions or by the actions of parties associated with the Agency, the expiration of the Term will be
tolled by the duration of any suspension (for any continuous suspension lasting at least one full day) prorated for the
proportion of cameras on the Agency 's account that have been impacted.
2.7 installation Services.
2.7.1 Designated Locations. For installation of Flock Hardware, prior to performing the physical installation
of the Units, Flock shall advise Agency on the location and positioning of the Units for optimal license plate image
DocuSign Envelope ID: 617F4BC2-F29F-4649-AB89-72C1 111 FC095
capture, as conditions and location allow. Flock may consider input from Agency regarding location, position and
angle of the Units (each Unit location so designated by Agency, a "Designated Location"). Flock shall have final
discretion on location of Units. Flock shall have no liability to Agency resulting fi-om any poor performance,
functionality or Footage resulting fi•om or otherwise relating to the Designated Locations or delay in installation due
to Agency's delay in confirming Designated Locations, in ordering and/or having the Designated Location ready for
installation including having all electrical work preinstalled and permits ready, if necessary. The deployment plan will
confirm the Designated Location. After installation, any subsequent changes to the deployment plan ("Reinstalls")
will incur a charge for Flock's then -current list price for Reinstalls, as listed in the then -current Reinstall Policy
(available at https;//www.flocksafety.com/reinstall-fee-schedule) and any equipment charges. These changes include
but are not limited to camera re -positioning, adjusting of camera mounting, re -angling, removing foliage, camera
replacement, changes to heights of poles, regardless of whether the need for Reinstalls related to vandalism, weather,
theft, lack of criminal activity in view, and the like. Flock Safety shall have full discretion on decision to reinstall
Flock Hardware.
2.7.2 Agency bislalladon Obligations. Agency agrees to allow Flock and its agents reasonable access in and
near the Designated Locations at all reasonable times upon reasonable notice for the purpose of performing the
installation work. Although the Units are designed to utilize solar power, certain Designated Locations may require a
reliable source of 120V AC power, as described in the deployment plan. In the event adequate solar exposure is not
available Agency is solely responsible for providing a reliable source of 120V AC power to the Units, if necessary.
Additionally, Agency is solely responsible for (i) any permits or associated costs, and managing the permitting process
of installation of cameras or AC power; (ii) any federal, state or local taxes including property, license, privilege,
sales, use, excise, gross receipts or other similar taxes which may now or hereafter become applicable to, measured
by or imposed upon or with respect to the installation of the Hardware, its use (excluding tax exempt entities), or (iii)
any other supplementary cost for services performed in connection with installation of the Hardware, including but
not limited to contractor licensing, engineered drawings, rental of specialized equipment or vehicles, third -party
personnel (i.e. Traffic Control Officers, Electricians, State DOT -approved poles, etc., if necessary), such costs to be
approved by the Agency ("Agency brstalltrilon Obligations"). In the event that a Designated Location for a Unit
requires permits, Flock will provide the Agency with a temporary alternate location for installation pending the
permitting process. Once the required permits are obtained, Flock will relocate the Units from the temporary alternate
location to the permitted location at no additional cost. Flock will provide options to supply power at each Designated
Location, If Agency refuses alternative power supply options, Agency agrees and understands that Agency will not
be subject to any reimbursement, tolling, or credit for any suspension period of Flock Services due to low solar. Flock
will make all reasonable efforts within their control to minimize suspension of Flock Services. Any fees payable to
Flock exclude the foregoing. Without being obligated or taking any responsibility for the foregoing, Flock may pay
and invoice related costs to Agency if Agency did not address them prior to the execution of this Agreement or a third
party requires Flock to pay. Agency represents and warrants that it has all necessary right title and authority and
DocuSign Envelope ID: 617F4BC2-F29F-4649-AB89-72C1 111 FC095
hereby authorizes Flock to install the Hardware at the Designated Locations and to make any necessary inspections
or tests in connection with such installation. Flock is not responsible for installation of Agency Hardware,
2.7.3 Flock's Obligations. Installation of any Flock Hardware shall be installed in a workmanlike manner in
accordance with Flock's standard installation procedures, and the installation will be completed within a reasonable
time fi-om the time that the Designated Locations are confirmed. Following the initial installation of the Hardware and
any subsequent Reinstalls or maintenance operations, Flock's obligation to perform installation work shall cease;
however, for the sole purpose of validating installation, Flock will continue to monitor the performance of the Units
for the length of the Term and will receive access to the Footage for a period of three (3) business days after the initial
installation in order to monitor performance and provide any necessary maintenance solely as a measure of quality
control. Agency understands and agrees that the Flock Services will not function without the Hardware. Labor may
be provided by Flock or a third party. Flock is not obligated to install, reinstall, or provide physical maintenance to
Agency Hardware.
2.7.4 Security Interest. Flock Hardware shall remain the personal property of Flock and will be removed
upon the natural expiration of this Agreement at no additional cost to Agency. Agency shall not perform any acts
which would interfere with the retention of title of the Hardware by Flock. Should Agency default on any payment of
the Flock Services, Flock may remove Hardware at Flock's discretion. Such removal, if made by Flock, shall not be
deemed a waiver of Flock's rights to any damages Flock may sustain as a result of Agency's default and Flock shall
have the right to enforce any other legal remedy or right.
2.8 Hazardous Conditions. Unless otherwise stated in the Agreement, Flock's price for its services under this
Agreement does not contemplate work in any areas that contain hazardous materials, or other hazardous conditions,
including, without limit, asbestos, lead, toxic or flammable substances. In the event any such hazardous materials are
discovered in the designated locations in which Flock is to perform services under this Agreement, Flock shall have
the right to cease work immediately in the area affected until such materials are removed or rendered harmless.
2.9 Support Services. Subject to the payment of fees, Flock shall monitor the performance and functionality of Flock
Services and may, from time to time, advise Agency on changes to the Flock Services, Installation Services, or the
Designated Locations which may improve the performance or functionality of the Services or may improve the quality
of the Footage. The work, its timing, and the fees payable relating to such work shall be agreed by the Parties prior to
any alterations to or changes of the Services or the Designated Locations ("Monitoring Services"). Subject to the
terms hereof, Flock will provide Agency with reasonable technical and on -site support and maintenance services ("On -
Site Services") in -person or by email at suppoil@flocksafety.com. com. Flock will use commercially reasonable efforts to
respond to requests for support.
2.10 Special Terms. From time to time, Flock may offer certain "Special Terms" related to guarantees, service and
support which are indicated in the proposal and on the order form and will become part of this Agreement, upon
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Agency's consent. To the extent that any terms of this agreement are inconsistent or conflict with the Special Terms,
the Special Terms shall control.
2.10 Changes to Platform. Flock may, in its sole discretion, make any changes to any system or platform that it
deems necessary or useful to (i) maintain or enhance (a) the quality or delivery of Flock's products or services to its
Agency s, (b) the competitive strength of, or market for, Flock's products or services, (c) such platform or system's
cost efficiency or performance, or (ii) to comply with applicable law.
3. RESTRICTIONS AND RESPONSIBILITIES
3.1 Agency Obligations. Flock will assist Agency end -users in the creation of a User ID. Agency agrees to provide
Flock with accurate, complete, and updated registration information. Agency may not select as its User ID a name
that Agency does not have the right to use, or another person's name with the intent to impersonate that person.
Agency may not transfer its account to anyone else without prior written permission of Flock. Agency will not
share its account or password with anyone, and must protect the security of its account and password. Agency is
responsible for any activity associated with its account. Agency shall be responsible for obtaining and maintaining
any equipment and ancillary services needed to connect to, access or otherwise use the Services. Agency will, at its
own expense, provide assistance to Flock, including, but not limited to, by means of access to, and use of, Agency
facilities, as well as by means of assistance fi-om Agency personnel, to the limited extent any of the foregoing may
be reasonably necessary to enable Flock to perform its obligations hereunder, including, without limitation, any
obligations with respect to Support Services or any Installation Services.
3.2 Agency Representations and Warranties. Agency represents, covenants, and warrants that Agency will use
the Services only in compliance with this Agreement and all applicable laws and regulations, including but not
limited to any laws relating to the recording or sharing of video, photo, or audio content. Although Flock has no
obligation to monitor Agency's use of the Services, Flock may do so and may prohibit any use of the Services it
believes may be (or alleged to be) in violation of the foregoing.
4. CONFIDENTIALITY; AGENCY DATA
4.1 Confidentiality. To the extent allowable by applicable FOIA and state -specific Public Records Acts, each Party
(the "Receiving Party") understands that the other Party (the "Disclosing Party") has disclosed or may disclose
business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as
"Proprietary Information" of the Disclosing Party), Proprietary Information of Flock includes non-public
information regarding features, functionality and performance of the Services. Proprietary Information of Agency
includes non-public data provided by Agency to Flock or collected by Flock via the Unit, including the Footage, to
enable the provision of the Services, which includes but is not limited to geolocation information and environmental
data collected by sensors built into the Units ("Agency Data"). The Receiving Party agrees; (i) to take the same
security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party
takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to
protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise
permitted herein) or divulge to any third person any such Proprietary Information. Flock's use of the Proprietary
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Information may include processing the Proprietary Information to send Agency alerts, such as when a car exits
Agency 's neighborhood, or to analyze the data collected to identify motion or other events. The Disclosing Party
agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a)
is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the
Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently
developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will
prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental
order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to
contest such order. For clarity, Flock may access, use, preserve and/or disclose the Footage to law enforcement
authorities, government officials, and/or third parties, if legally required to do so or if Flock has a good faith belief
that such access, use, preservation or disclosure is reasonably necessary to; (a) comply with a legal process or
request; (b) enforce this Agreement, including investigation of any potential violation thereof; (c) detect, prevent or
otherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of Flock, its users, a
third party, or the public as required or permitted by law, including respond to an emergency situation. Agency
hereby expressly grants Flock a non-exclusive, worldwide, perpetual, royalty -free right and license (during and after
the term hereof) to disclose the Agency Data (inclusive of any Footage) to enable law enforcement monitoring
against law enforcement hotlists as well as provide Footage search access to law enforcement for investigative
purposes only. Flock may store deleted Footage in order to comply with certain legal obligations but such retained
Footage will not be retrievable without a valid court order.
4.2 Agency Data.. As between Flock and Agency, all right, title and interest in the Agency Data, belong to and are
retained solely by Agency. Agency hereby grants to Flock a limited, non-exclusive, royalty -free, worldwide license
to use the Agency Data and perform all acts with respect to the Agency Data as may be necessary for Flock to
provide the Flock Services to Agency, including without limitation the Support Services set forth in Section 2.9
above, and a non-exclusive, perpetual, irrevocable, worldwide, royalty -free, fully paid license to use, reproduce,
modify and distribute the Agency Data as a part of the Aggregated Data (as defined in Section 4A below).As
between Agency and Non -Agency End Users that have prescribed access of Footage to Agency, each of Agency and
Non -Agency End Users will share all right, title and interest in the Non -Agency End User Data. This Agreement
does not by itself make any Non -Agency End User Data the sole property or the Proprietary Information of Agency.
Flock will automatically delete Footage older than one hundred twenty one (121) days. Agency has a one hundred
twenty one (121) day window to view, save and/or transmit Footage to the relevant government agency prior to its
deletion.
4.3 Feedback. If Agency provides any suggestions, ideas, enhancement requests, feedback, recommendations or
other information relating to the subject matter hereunder, Agency hereby assigns (and will cause its agents and
representatives to assign) to Flock all right, title and interest (including intellectual property rights) with respect to or
resulting from any of the foregoing,
4.4 Aggregated Data. Notwithstanding anything in this Agreement to the contrary, Flock shall have the right to
collect and analyze data that does not refer to or identify Agency or any individuals or de -identifies such data and
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other information relating to the provision, use and performance of various aspects of the Services and related
systems and technologies (including, without limitation, information concerning Agency Data and data derived
therefrom). For the sake of clarity, Aggregated Data is compiled anonymous data which has been stripped of any
personal identifying information. Agency acknowledges that Flock will be compiling anonymized and/or aggregated
data based on Agency Data input into the Services (the "Aggregated Data"). Agency hereby grants Flock a non-
exclusive, worldwide, perpetual, royalty -free right and license (during and after the Service Term hereof) to (i) use
and distribute such Aggregated Data to improve and enhance the Services and for other development, diagnostic and
corrective purposes, other Flock offerings, and crime prevention efforts, and (ii) disclose the Agency Data (both
inclusive of any Footage) to enable law enforcement monitoring against law enforcement hotlists as well as provide
Footage search access to law enforcement for investigative purposes only. No rights or licenses are granted except
as expressly set forth herein. Flock shall not sell Agency Data or Aggregated Data.
5. PAYMENT OF FEES
5.1a Wing Fees. For Wing products, the Agency will pay Flock the first Usage Fee and the Implementation Fee (as
described on the Order Form attached hereto, together the "Iidtla/ Fees") as set forth on the Order Form on or
before the 30th day following the Effective Date of this Agreement. Flock shall have no liability resulting from any
delay by the Agency in installing the Embedded Software on the Agency Hardware. If applicable, Agency shall pay
the ongoing Usage Fees set forth on the Order Form with such Usage Fees due and payable thirty (30) days in
advance of each payment period. All payments will be made by either ACH, check, or credit card.
5.1b Falcon Fees. For Falcon products during the Initial Terra, Agency will pay Flock fifty percent (50%) of the
first Usage Fee, the Implementation Fee and any fee for Hardware (as described on the Order Form attached hereto,
together the "Initial Fees") as set forth on the Order Form on or before the 30th day following receipt of initial
invoice after Effective Date. Upon commencement of installation, Flock will issue an invoice for twenty-five
percent (25%) of the Initial Fees, and Agency shall pay on or before 3011' day following receipt of invoice. Upon
completion of installation, Flock will issue an invoice for the remaining balance and Agency shall pay on or before
3011' day following receipt of final invoice. Flock is not obligated to commence the Installation Services unless and
until the first payment has been made and shall have no liability resulting fiorn any delay related thereto. For a
Renewal Term, as defined below, Agency shall pay the entire invoice on or before the 30°1 day following receipt of
invoice.
5.2 Changes to Fees. Flock reserves the right to change the fees or applicable charges and to institute new charges
and fees at the end of the Initial Term or any Renewal Terra, upon sixty (60) days' notice prior to the end of such
Initial Term or Renewal Term (as applicable) to Agency (which may be sent by email). If Agency believes that
Flock has billed Agency incorrectly, Agency must contact Flock no later than sixty (60) days after the closing date
on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.
Inquiries should be directed to Flock's Agency support department. Agency acknowledges and agrees that a failure
to contact Flock within this sixty (60) day period will serve as a waiver of any claim Agency may have had as a
result of such billing error.
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5.3 Invoicing, Late Fees; Taxes. Flock may choose to bill through an invoice, in which case, full payment for
invoices issued in any given month must be received by Flock thirty (30) days after the mailing date of the invoice.
If Agency is a non -tax exempt entity, Agency shall be responsible for all taxes associated with Services other than
U.S, taxes based on Flock's net income.
6. TERM AND TERMINATION
6.1a Wing Term. Subject to earlier termination as provided below, the initial term of this Agreement shall be for the
period of time set forth on the Order Form (the "Initial Term"). The Term shall commence upon execution of this
Agreement. Following the Initial Terrrr, ur»less otherwise indicated on the Order Form, this Agreement will
automatically renew for successive renewal terms of the greater of one year or the length set forth on the Order
Form (each, a "Renewal Tenn", and together with the Initial Term, the "Service Tenn") unless either party gives
the other party notice of non -renewal at least thirty (30) days prior to the end of the then -current terra.
6.Ib Falcon Term. Subject to earlier termination as provided below, the initial term of this Agreement shall be for
the period of time set forth on the Order Form (the "hullial Ternt"). The Term shall commence upon first installation
and validation of a Unit. Following the Initial Term, unless otherwise indicated on the Order Farm, this Agreement
will automatically renew for successive renewal terms for the length set forth on the Order Form (each, a "Renewal
Terms", and together with the Initial Term, the "Service Term") unless either party gives the other party notice of
non -renewal at least thirty (30) days prior to the end of the then -current term.
6.2 Termination for Convenience. At any time during the agreed upon Term, an Agency not fully satisfied with the
service may self -elect to terminate this Agreement for convenience. Termination for convenience will result in a
one-time fee of $500 per Flock Hardware. Upon termination for convenience, a refund will be provided for Falcon
Cameras, prorated for any fees for the remaining Term length set forth previously. Agency will remain liable to pay
the full outstanding fees for any Wing product on the effective date of termination of that Order Form. Flock will
invoice, and Agency will pay, any unbilled fees and any unpaid fees covering the remainder of the term of that
Order Form had it not been terminated. Termination for convenience of the Agreement by the Agency will be
effective immediately. Flock will provide advanced written notice and remove all Flock Hardware at Flock's own
convenience, within a commercially reasonable period of time upon termination.
6.3 Termination. Notwithstanding the termination provisions in Section 2.4(b), in the event of any material breach
of this Agreement, the non -breaching party may terminate this Agreement prior to the end of the Service Term by
giving thirty (30) days prior written notice to the breaching party; provided, however, that this Agreement will not
terminate if the breaching party has cured the breach prior to the expiration of such thirty (30) day period. Either
party may terminate this Agreement, without notice, (i) upon the institution by or against the other party of
insolvency, receivership or bankruptcy proceedings, (ii) upon the other party's making an assignment for the benefit
of creditors, or (iii) upon the other party's dissolution or ceasing to do business. Upon termination for Flock's
material breach, Flock will refund to Agency a pro-rata portion of the pre -paid fees for Services not received due to
such termination.
6.5 No -Fee Term. For the Term of this Agreement, Flock will provide Agency with complimentary access to `hot -
list' alerts, which may include `hot tags', stolen vehicles, Amber Alerts, etc. ("No -Fee Terin"). In the event a Non-
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Agency End User grants Agency access to Footage and/or Notifications from a Non -Agency End User Unit, Agency
will have access to Non -Agency End User Footage and/or Notifications until deletion, subject to the thirty (30) day
retention policy. Non -Agency End Users and Flock may, in their sole discretion, leave access open. The No -Fee
Term will survive the Term of this Agreement. Flock, in its sole discretion, can determine not to provide additional
No -Fee Terms or can impose a price per No -Fee Term upon thirty (30) days' notice. Agency may terminate any No -
Fee Term or access to future No -Fee Terms upon thirty (30) days' notice.
6.6 Survival. The following Sections will survive termination: 2.4, 2.5, 3, 4, 5 (with respect to any accrued rights to
payment), 5.4, 6.5, 7.4, 8.1, 8.2, 8.3, 8.4, 9.1 and 10.5.
7. REMEDY; WARRANTY AND DISCLAIMER
7.1 Remedy. Upon a malfunction or failure of Flock Hardware or Embedded Software (a "Defect'), Agency must
notify Flock's technical support as described in Section 2.9 above. If Flock is unable to correct the Defect, Flock
shall, or shall instruct one of its contractors to repair or replace the Flock Hardware or Embedded Software suffering
from the Defect. Flock reserves the right in their sole discretion to refuse or delay replacement or its choice of
remedy for a Defect until after it has inspected and tested the affected Unit provided that such inspection and test
shall occur within seventy-two (72) hours after Agency notifies the Flock of a known Defect. In the event of a
Defect, Flock will repair or replace the defective Unit at no additional cost. In the event that a Unit is lost, stolen, or
damaged, Agency may request that Flock replace the Unit at a fee according to the then -current Reinstall Policy
(https://www.flocksafety.com/reinstall-fee-schedule). Agency shall not be required to replace subsequently lost,
damaged or stolen Units, however, Agency understands and agrees that functionality, including Footage, will be
materially affected due to such subsequently lost, damaged or stolen Units and that Flock will have no liability to
Agency regarding such affected functionality nor shall the Usage. Fee or Implementation Fees owed be impacted.
Flock is under no obligation to replace or repair Hardware.
7.2 Exclusions. Flock will not provide the remedy described in Section 7.1 if Agency is found to have misused the
Flock Hardware, Agency Hardware or Embedded Software in any manner.
7.3 Warranty. Flock shall use reasonable efforts consistent with prevailing industry standards to maintain the
Services in a manner which minimizes errors and interruptions in the Services and shall perform the Installation
Services in a professional and workmanlike manner. Upon completion of any installation or repair, Flock shall clean
and leave the area in good condition. Services may be temporarily unavailable for scheduled maintenance or for
unscheduled emergency maintenance, either by Flock or by third -party providers, or because of other causes beyond
Flock's reasonable control, but Flock shall use reasonable efforts to provide advance notice in writing or by e-mail
of any scheduled service disruption.
7.4 Disclaimer. THE REMEDY DESCRIBED IN SECTION 7.1 ABOVE IS AGENCY'S SOLE REMEDY, AND
FLOCK'S SOLE LIABILITY, WITH RESPECT TO DEFECTIVE EMBEDDED SOFTWARE. THE FLOCK
DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES
IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE
SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED
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"AS IS" AND FLOCK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE AND NON -INFRINGEMENT. THIS DISCLAIMER OF SECTION 7.4 ONLY APPLIES TO THE
EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE MENTIONED IN SECTION 10.6, OR IF
NO STATE IS MENTIONED IN SECTION 10.6, BY THE LAW OF THE STATE OF GEORGIA.
7.5 Insurance. Flock will maintain commercial general liability policies with policy limits reasonably
commensurate with the magnitude of Flock's business risk. Certificates of Insurance can be provided upon request.
7.6 Force Majeure. Flock is not responsible nor liable for any delays or failures in performance from any cause
beyond its control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist
acts, acts or omissions of third -party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes,
weather conditions or acts of hackers, internet service providers or any other third party or acts or omissions of
Agency or any Authorized End User.
8. LIMITATION OF LIABILITY; NO FEE TERM; INDEMNITY
8.1 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, FLOCK AND ITS
SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL HARDWARE AND TECHNOLOGY SUPPLIERS),
OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE
RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR
TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT
LIABILITY, PRODUCT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE
OR FOR LOSS OR INACCURACY, INCOMPLETENESS OR CORRUPTION OF DATA OR FOOTAGE OR
COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF
BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES; (C) FOR ANY MATTER BEYOND FLOCK'S ACTUAL KNOWLEDGE OR REASONABLE
CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR INABILITY TO CAPTURE FOOTAGE OR
IDENTIFY AND/OR CORRELATE A LICENSE PLATE WITH THE FBI DATABASE; (D) FOR ANY PUBLIC
DISCLOSURE OF PROPRIETARY INFORMATION MADE IN GOOD FAITH; (E) FOR CRIME
PREVENTION; OR (F) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH
ALL OTHER CLAIMS, EXCEED THE FEES PAID AND/OR PAYABLE BY AGENCY TO FLOCK FOR THE
SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACT OR
OMISSION THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT FLOCK HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT OF AN EMERGENCY,
AGENCY SHOULD CONTACT 911 AND SHOULD NOT RELY ON THE SERVICES.THIS LIMITATION OF
LIABILITY OF SECTION 8 ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF
THE STATE MENTIONED 1N SECTION 10.6, OR IF NO STATE IS MENTIONED IN SECTION 10.6, BY THE
LAW OF THE STATE OF GEORGIA.
8.2 Additional No -Fee Term Requirements. IN NO EVENT SHALL FLOCK'S AGGREGATE LIABILITY, IF
ANY, ARISING OUT OF OR IN ANY WAY RELATED TO THE COMPLIMENTARY NO -FEE TERM AS
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DESCRIBED IN SECTION 6.5 EXCEED $100, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED
IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE. Parties
acknowledge and agree that the essential purpose of this Section 8.2 is to allocate the risks under the No -Fee Term
described in Section 6.5 and limit potential liability given the aforementioned complimentary service, which would
have been substantially higher if Flock were to assume any further liability other than as set forth herein. Flock has
relied on these limitations in determining whether to provide the complimentary No -Fee Term. The limitations set
forth in this Section 8.2 shall not apply to claims or damages resulting from Flock's other obligations under this
Agreement.
8.3 Responsibility. Each Party to this Agreement shall assume the responsibility and liability for the acts and
omissions of its own employees, deputies, officers, or agents, in connection with the performance of their official
duties under this Agreement. Each Party to this Agreement shall be liable (if at all) only for the torts of its own
officers, agents, or employees that occur within the scope of their official duties. Agency will not pursue any claims
or actions against Flock's suppliers.
8.4 Indemnity. Agency hereby agrees to indemnify and hold harmless Flock against any damages, losses, liabilities,
settlements and expenses in connection with any claim or action that arises fiom an alleged violation of Section 3.2,
a breach of this Agreement, Agency's Installation Obligations, Agency's sharing of any data in connection with the
Flock system, Flock employees or agent or Non -Agency End Users, or otherwise fi•om Agency's use of the Services,
Flock Hardware, Agency Hardware and any Embedded Software, including any claim that such actions violate any
applicable law or third party right. Although Flock has no obligation to monitor Agency's use of the Services, Flock
may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of Section 3.2
or this Agreement.
9. RECORD RETENTION
9.1 Data Preservation. The Agency agrees to store any Agency Data that it downloads from Flock to Agency
servers during the 121-day window in compliance with all applicable local, state and federal laws, regulations,
policies and ordinances and their associated record retention schedules. As part of Agency's consideration for paid
access and no -fee access to the Flock System, to the extent that Flock is required by local, state or federal law to
preserve Agency Data downloaded by Agency fi-om Flock to Agency servers during the 121-day window, Flock will
notify Agency of the requirement and applicable retention period, and Agency agrees to preserve and securely store
this data on Flock's behalf so that should Flock be legally compelled by judicial or government order, Flock may
retrieve the data fi-om Agency upon demand.
9.2 Wisconsin Public Records Law. Notwithstanding any other term of this Agreement and including other terms
referenced or linked to this Agreement through attachment, amendment, addendum or otherwise:
(a) The City of Oshkosh is statutorily required to comply with the Wisconsin Public Records laws as well as
other laws that may require disclosure or reporting of certain information. Nothing in this Agreement shall prevent
or prohibit the City of Oshkosh from complying with Wisconsin Public Records or other laws requiring disclosure
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of information generated or maintained by the City of Oshkosh. In the event the City of Oshkosh's compliance
Wisconsin Public Records laws, or compliance with other laws, conflicts with any term of this Agreement, whether
the term is explicitly stated, or referenced, or linked, the City of Oshkosh will comply with the applicable law and
such compliance shall not be considered a breach, default, waiver, or other violation of any term of this Agreement.
(b) For purposes of clarification, the City of Oshkosh acknowledges the intellectual property and trade secrets
rights of Flock, as well as those of Flock's subsidiaries and affiliates. This Agreement may include various terms
which may be similar, and used together, but which are not legally interchangeable. It is acknowledged that
intellectual property, proprietary information, confidential information, and information subject to privacy laws may
seem in some sense to be the same, but each are different in nature and are subject to different legal protections. It is
the intent of the parties to interpret each term according to each term's unique characteristics. The Wisconsin Public
Records laws prevents public release of some of the aforementioned type of information, including: Wis. Stat
19.35(1)(records, such as intellectual property, subject to protection by other federal or state laws); Wis Stat
19.36(4)(computer programs); Wis Stat 19.36(5)(trade secrets); and, Wis Stat 19.36(13)(frnancial identifying
information). Wisconsin Public Records laws do not prevent public disclosure and use of information that entities
may believe are proprietary or confidential, unless that information is protected by one of the previously mentioned
laws.
(d) For purposes of clarification, but without limitation, the City of Oshkosh notes that computer programs and
software is protected from public disclosure, as noted above. However, Wis. Stat. 19.36(4) explicitly states that all
material used for input into the computer program, and all material produced as a product of the computer program
is subject to public examination and copying unless otherwise explicitly protected by law fi•om inspection and
copying. Therefore, regardless of any notations of confidentiality placed on any input to the computer program, or
output from the computer program, such records will be considered records available for public inspection, copying,
and use unless information is otherwise protected from public disclosure by law.
The City of Oshkosh acknowledges that certain personally identifiable information may be provided in connection
with the Agreement, and that the City may have access to such information. The City acknowledges that such
personally identifiable information may be protected from disclosure by HIPAA, DPPA or other specific laws or
protected from disclosure using the balancing test analysis as allowed by Wisconsin law. As a records custodian
under the law, the City will analyze any requests that it receives under the applicable laws. In all cases the law will
determine which records are made publicly available.
(e) This agreement, communications related to this agreement, and pricing related to this Agreement are
considered subject to public inspection and copying, and public use without restriction. In the event the City of
Oshkosh receives a Public Records request seeking records other than this Agreement, pricing, communications
related to this Agreement, or reports, analysis, or similar output produced through the subject software, the City will
notify Flock of the request. In the case of records requests that may include information protected by law, the City
may redact such information if possible and provide such information as may not be protected. The City may notify
Flock of requests and/or the City's initial determinations related to release of records and allow Flock the ability to
take steps it deems necessary to protect information Flock may seek to maintain confidential. If it is the City's
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position that the requested records are subject to public inspection and copying according to Wisconsin Public
Records laws, and if Flock disagrees with the City's conclusion, then Flock may take any lawful action it deems
necessary to protect its interests provided such action does not interfere with the City of Oshkosh's obligations to
respond to the request as soon as practicable and without delay. However, any resulting actions by Flock, shall be
taken at Flock's own risk and cost, regardless of the result of such action.
10. MISCELLANEOUS
10.1 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be
limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and
effect and enforceable.
10.2 Assignment. This Agreement is not assignable, transferable or sublicensable by Agency except with Flock's
prior written consent. Flock may transfer and assign any of its rights and obligations, in whole or in part, under this
Agreement without consent.
10.3 Entire Agreement. This Agreement, together with the Order Foim(s), the then -current Reinstall Policy
(https://www.flocksafety.comh•einstall-fee-schedule), and Deployment Plan(s), are the complete and exclusive
statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral
agreements, communications and other understandings relating to the subject matter of this Agreement, and that all
waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. None of
Agency's purchase orders, authorizations or similar documents will alter the terms of this Agreement, and any such
conflicting terms are expressly rejected.
10.4 Relationship. No agency, partnership, joint venture, or employment is created as a result of this Agreement
and Agency does not have any authority of any kind to bind Flock in any respect whatsoever.
10.5 Governing Law; Venue. This Agreement shall be governed by the laws of the State in which the Agency is
located. The parties hereto agree that venue would be proper in the chosen courts of the State of which the Agency is
located. The parties agree that the United Nations Convention for the International Sale of Goods is excluded in its
entirety from this Agreement.
10.6 Publicity. Upon prior consent from Agency, Flock has the right to reference and use Agency's name and
trademarks and disclose the nature of the Services provided hereunder in each case in business and development and
marketing efforts, including without limitation on Flock's website.
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10.7Export. Agency may not remove or export fi•om the United States or allow the export or re-export of the Flock
IP or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the
United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets
Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Services,
the Hardware, the Embedded Software and Documentation are "commercial items" and according to DEAR section
252.2277014(a)(1) and (5) are deemed to be "commercial computer software" and "commercial computer software
documentation." Consistent with DFAR section 227,7202 and FAR section 12.212, any use, modification,
reproduction, release, performance, display, or disclosure of such commercial software or commercial software
documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be
prohibited except to the extent expressly permitted by the terms of this Agreement.
10.8 Headings. The headings are merely for organization and should not be construed as adding meaning to the
Agreement or interpreting the associated Sections.
10.09 Authority. Each of the below signers of this Agreement represent that they understand this Agreement and
have the authority to sign on behalf of and bind the organizations and individuals they are representing.
10.10 Notices. All notices under this Agreement will be in writing and will be deemed to have been duty given
when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-
mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt,
if sent by certified or registered mail, return receipt requested.
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r
EXHIBIT A
Statement of Wank
Installation of Flock_Camera on existing pole or Flock -supplied pole if required